UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☒ | Definitive Proxy Statement | |||
☐ | Definitive Additional Materials | |||
☐ | Soliciting Material under §240.14a-12 | |||
Superior Energy Services, Inc. | ||||
(Name of registrant as specified in its charter) | ||||
(Name of person(s) filing proxy statement, if other than the registrant) | ||||
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Superior ENERGY SERVICES 2018 Proxy Statement standing. Strong
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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SUPERIOR ENERGY SERVICES, INC.
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Tuesday, May 22, 2018
9:00 a.m., Central Daylight Time
1001 Louisiana Street
Houston, Texas 77002 USA
The annual meeting of stockholders of Superior Energy Services, Inc. will be held at 9:00 a.m., Central Daylight Time, on Tuesday, May 22, 2018, at our headquarters located at 1001 Louisiana Street, Houston, Texas, 77002. At the annual meeting, our stockholders will be asked to vote on the following proposals:
1. the election of the eight director nominees named in this proxy statement (Proposal 1);
2. a non-binding advisory vote to approve our named executive officers 2017 compensation (Proposal 2); and
3. the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2018 (Proposal 3).
The Board of Directors recommends that you vote FOR Proposals 1, 2 and 3. Only holders of record of shares of our common stock as of the close of business on April 2, 2018 are entitled to receive notice of, attend and vote at the meeting.
Your vote is important. Whether or not you plan to attend the meeting, please complete, sign and date the enclosed proxy or voting instruction card and return it promptly in the enclosed envelope, or submit your proxy and/or voting instructions by one of the other methods specified in this proxy statement. If you attend the annual meeting, you may vote your shares of our common stock in person, even if you have sent in your proxy.
By Order of the Board of Directors, |
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William B. Masters |
Executive Vice President, General Counsel and Secretary |
Houston, Texas |
April 12, 2018 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 22, 2018.
This Notice of Meeting, Proxy Statement and the 2017 Annual Report on Form 10-K are available without cost at https://materials.proxyvote.com/868157
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Election of Directors (Proposal 1)
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Non-Binding Advisory Vote to Approve Our Named Executive Officers 2017 Compensation (Proposal 2)
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Ratification of the Appointment of Our Independent Registered Public
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Questions and Answers about the 2018 Annual Meeting
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2019 Stockholder Nominations and Proposals
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2018 SPN Proxy Statement |
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This proxy overview is a summary of information that you will find throughout this proxy statement. As this is only an overview, we encourage you read the entire proxy statement, which was first distributed to our stockholders on or about April 12, 2018.
2018 ANNUAL MEETING OF STOCKHOLDERS
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Time and Date:
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Tuesday, May 22, 2018, 9:00 a.m. (Central Daylight Time)
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Place:
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1001 Louisiana Street, Houston, Texas 77002
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Record Date:
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April 2, 2018
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Voting: |
Stockholders as of the record date may vote on or before May 22, 2018 by 11:59 p.m. Central Time through one of the following options:
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By completing, signing and dating the voting instructions in the envelope provided |
By the internet at www.voteproxy.com |
By telephone at 1-800- PROXIES (1-800-776-9437) in the U.S. or 1-718-921-8500 outside the U.S. |
In person by completing, signing and dating a ballot at the annual meeting |
2017 HIGHLIGHTS AND ACCOMPLISHMENTS
Although there were many aspects of the historic industry downturn that began in the fourth quarter of 2014 we could not control, we were determined to proactively focus on things that we could manage despite the poor market conditions. Our focused efforts on safety, quality, service delivery and managing costs have positioned our businesses to grow as the market recovers. Driving our efforts is our goal to deliver returns for our long-term stockholders. This is accomplished by delivering reliable service and product solutions for our customers. Underlying all of our actions has been our unwavering commitment to manage our balance sheet, with an emphasis on cash flow, liquidity and financial flexibility.
Our successful navigation through the continual industry downturn in 2015 and 2016 allowed us to benefit from the improved conditions our domestic land businesses began to experience in the second half of 2017, despite the challenges we faced in our Gulf of Mexico and international businesses. The continued focus of our executive team and employees on generating cash and managing liquidity led to a successful year and helped us move another step closer to achieving sustainable profitability. The following highlights the progress we made in 2017, which lays the groundwork for sustainable profitability:
| Finished 2017 with EBITDA of $179.9 million, 350% more than 2016 EBITDA |
| Strong year-end liquidity of $445.3 million, including $172 million of cash, which supports our goal of maintaining a strong balance sheet |
2018 SPN Proxy Statement |
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PROXY SUMMARY
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| Successfully completed a $500 million debt offering to refinance debt and extend maturities to 2024 |
| Successfully extended the maturity of our revolving credit facility to 2022 with a $300 million asset based revolving credit facility |
| Reduced G&A by approximately 15% in 2017 with an overall G&A reduction of approximately 53% since 2014 |
| Continued improvement in working capital by closely managing our days sales outstanding and days payable outstanding processes |
By effectively managing our cash flow, liquidity and financial flexibility, we are optimistic that we will be able to capture greater returns for our stockholders in the year ahead.
MEETING AGENDA AND VOTING RECOMMENDATIONS
Proposal
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Board Vote |
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1 |
Election of eight director nominees named in this proxy statement |
FOR each nominee |
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Non-binding advisory vote to approve our named executive officers 2017 compensation |
FOR |
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FOR |
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2018 SPN Proxy Statement | |
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PROXY SUMMARY
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PROPOSAL 1 HIGHLIGHTS
Director Nominees
Our Board is comprised of a strong team of current and former senior professionals with significant industry experience. Of our current eight directors, six are independent, including our Lead Director, with the other two being our current and former CEO. We believe this gives us the right blend of in-depth legacy and strategic knowledge of our Company, as well as broader skills and perspectives on the wider industry and market.
Name
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Age
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Director |
Principal Occupation |
Independent
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Board Committees
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Harold J. Bouillion |
74 |
2006 |
Managing Director Bouillion & Associates, LLC. |
✓ |
Compensation Audit (Chair) | |||||
David D. Dunlap |
56 |
2010 |
CEO & President |
X |
Not Applicable | |||||
James M. Funk |
68 |
2005 |
President J.M. Funk & Associates |
✓ Lead Director |
Compensation Nominating and Corporate Governance | |||||
Terence E. Hall |
72 |
1995 |
Founder & Chairman of the Board |
X |
Not Applicable | |||||
Peter D. Kinnear |
71 |
2011 |
Former Chairman, CEO & President FMC Technologies, Inc. |
✓ |
Audit Nominating and Corporate Governance (Chair) | |||||
Janiece M. Longoria |
65 |
2015 |
Chairman Port of Houston Authority |
✓ |
Audit Nominating and Corporate Governance | |||||
Michael M. McShane |
63 |
2012 |
Advisor Advent International |
✓ |
Compensation Audit | |||||
W. Matt Ralls |
68 |
2012 |
Former Chairman, CEO & President Rowan Companies plc |
✓ |
Compensation (Chair) Nominating & Corporate Governance |
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PROXY SUMMARY
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As a result of healthy refreshment over the years, our Board has an effective mix of experience, tenure, independence, age and diversity. The Company appreciates the strong level of support of our Board in recent years.
Board Refreshment 1 New Director 2 Retirements In the Last Four Years
Each Board Member received 97% Support or Higher at our 2017 Annual Meeting of Stockholders
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PROXY SUMMARY
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Corporate Governance
Our Approach: Our leadership structure and corporate policies are designed to ensure independent oversight, alignment with stockholder interests and long-term sustainability. Our Board addresses the Companys organizational needs, strategically manages its growth, navigates competitive challenges, ensures succession and appropriately manages risks.
Our Actions:
What We Do:
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Corporate |
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Maintain Separate CEO and Chairman Positions. The separate positions maximize managements efficiency by allowing our CEO to focus on day-to day operations while our Chairman can focus on leading the Board in its oversight responsibilities. |
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Appoint Non-Management Lead Director and Committee Chairs. The independence of the Lead Director and the Committee Chairs provides objective oversight. |
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Elect Directors Annually. Each member of the Board is elected annually. |
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Annually Vote on Say-on-Pay. In 2017, we received 97.6% approval on our Say-on-Pay proposal. |
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Enforce Robust Director and Executive Officer Stock Ownership Guidelines. Within three years of joining the Board, our non-management directors must own Companys common stock equal to five times the directors annual retainer. The CEO must own Company common stock in an amount equal to six times his base pay, the Chief Financial Officer must own Company common stock in the amount of three times his base pay and Executive Vice Presidents must own Company common stock in the amount of two times their base pay. |
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Conduct Annual Performance Evaluations for Board and Standing Committees. The Board, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee conduct self-evaluations each year. |
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Preserve Board Independence. A substantial majority of our directors are independent. |
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Annually Conduct Stockholder Outreach to Majority of Stockholders. In 2017, we reached out to stockholders owning 97% of our outstanding shares. Stockholders owning 40% of our outstanding shares responded and we received positive feedback on executive compensation. |
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Ensure our Board Represents Broad Perspectives, Experiences and Knowledge. Our directors provide pertinent industry knowledge, extensive leadership experience and expertise in finance, accounting, risk management, strategic planning and legal matters. The average tenure of our directors is 10 years. The average age of our directors is 67 years old and we currently have one female director. |
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Mandate Director Retirement Policy at Age 75. During the last four years, we have refreshed our Board due to two director retirements. |
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Mandate Resignation if Director Receives a Majority of Withheld Votes. If a director receives more Withhold votes than For votes, the director is required to resign. |
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Encourage Stockholders to Submit Director Candidates during Board Refreshments. Stockholders are able to submit director candidates for consideration according to our Bylaws and Corporate Governance Principles. |
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PROXY SUMMARY
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What We Do:
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Executive |
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Pay for Performance. Our executive compensation program is comprised of short-term and long-term performance measures to motivate our executives to improve the Companys financial and stock-price performance. A majority of our NEOs compensation, 88% for our CEO and 80% for our other NEOs, is at-risk and performance-based. |
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Engage Independent Third Party Compensation Consultant. Pearl Meyer independently evaluates our executive compensation program compared to our industry peer group on an annual basis and provides guidance to ensure that our compensation program is aligned with stockholder interests. |
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Annually Evaluate Executive Compensation Tally Sheets. Our Compensation Committee evaluates executive compensation tally sheets each year to ensure that annual and long-term compensation components are aligned with our stockholders interests and that they do not encourage our management to take unreasonable risks. |
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Benchmark Pay Practices. Pearl Meyer compares our pay practices with our industry peers to ensure that we are able to attract and retain talent. |
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Clawback AIP and LTI Awards for Restatement of Financial Statements. NEOs will forfeit annual incentive plan and long-term incentive awards if our financial statements are required to be restated. |
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Provide Double Trigger Payments for Change of Control. Our NEOs are entitled to receive severance payments and certain post-employment benefits if a qualifying termination event occurs within 6 months before or 24 months after the change of control. |
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Forfeit SERP Benefits. NEOs are required to forfeit all SERP benefits if terminated with cause or engaged in competition or other activity that conflicts with the interest of our Company within 36 months of termination without cause. |
What We Do Not Do:
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Do Not Have Poison Pill. We do not have mechanisms that prevent hostile take overs. |
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Do Not Allow Political Contributions without CEO Approval. No political contributions were made on behalf of our Company in 2017. |
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Do Not Pay Director Bonuses. Directors do not receive bonuses for their oversight responsibilities. |
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Do Not Provide Executive Tax Gross-Ups. We prohibit tax gross-ups in executive severance and change of control arrangements. |
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Do Not Allow Directors and Executives to Hedge or Pledge Company Securities. We do not allow our directors and executives to hedge or pledge Company securities. |
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Do Not Reprice or Exchange Underwater Stock Options without Stockholder Approval. This reinforces our commitment to best equity compensation practices and our pay for performance philosophy related to executive compensation. |
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2018 SPN Proxy Statement | |
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PROXY SUMMARY
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PROPOSAL 2 HIGHLIGHTS
Executive Compensation
Our Approach: Our Compensation Committees principle objective is to align compensation with corporate performance and long-term stockholder returns while attracting and retaining talented people who can steer us through severe market cycles like the one we recently experienced. In 2017, our short-term goal was to generate cash and manage liquidity. Our long-term incentives focused on total stockholder return and return on assets. To accomplish this, we aligned our compensation program with rigorous performance metrics related to these goals.
Our Actions:
| We maintained the 15% reduction in our named executive officers (NEOs) base salaries which was implemented in 2016 that impacts our NEOs potential annual and long-term incentives |
| We granted 25% of the awards under our LTI program in 2017 as options |
| We continued our stockholder outreach program to solicit feedback from our stockholders regarding our executive compensation program |
PROPOSAL 3 HIGHLIGHTS
Ratification of Independent Public Accounting Firm Appointment
Taking a number of factors into consideration, including past performance, expertise, industry knowledge and the strong support of stockholders owning 98% of our shares at our 2017 annual meeting, the Audit Committee has selected KPMG as our independent auditor for the fiscal year ending December 31, 2018, which we submit to our stockholders for ratification. KPMG has audited the Companys financial statements since 1995.
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Our Shared Core Values
Superior is committed to conducting our business in a socially responsible and values-based manner, creating sustainable value for our stockholders, employees, customers and communities. Our Shared Core Values at Work (Code of Conduct) encompasses our corporate responsibility and demonstrates our commitment to being a fair employer, a trusted business partner and a good corporate citizen. This is reflected in how we do business. Our core values described below capture what is unique about Superior and helps us to maintain our well-earned reputation for honesty and integrity. All of our corporate policies are based on these values. The complete Code of Conduct is available on our website at www.superiorenergy.com/about/corporate-governance/shared-core-values/.
We conduct ourselves and our business affairs with honesty and integrity and do not tolerate illegal or fraudulent activities.
At Superior, ethical behavior is inseparable from integrity and good judgment. While ethical behavior requires full compliance with all laws and regulations, compliance with the law is the minimum standard. We believe that pressure or demands due to business conditions are never an excuse for operating outside of the law or behaving inconsistently with our Code of Conduct. It is each employees responsibility to preserve Superiors integrity and all wrongdoing is expected to be reported. Retaliation is not tolerated against an employee that in good faith raises questions. Developing a culture of honesty and integrity with the ability to freely report any wrongdoing is central to promoting corporate responsibility.
We treat our employees with fairness, dignity and respect and do not tolerate any form of discrimination.
Superior attracts employees with a wide variety of backgrounds, skills and cultures. Combining a wealth of talent and resources creates a diverse and dynamic work environment. Superior is an equal opportunity employer that hires, places, promotes and makes other employment status changes without regard to race, age, gender, sexual orientation, national origin, religion, disability or veteran status. We are committed to selecting and employing the best and most qualified person available for each job opening without unlawful discrimination of any kind. We also do not tolerate harassment of any kind. Our employees are essential to the growth and success of our Company. As a result, we believe that it is our responsibility to ensure each of our employees is treated fairly and works in a safe environment.
We protect the safety and health of ourselves, our fellow employees and everyone that we work with and stop unsafe actions.
As part of our core values, Superiors focus on the health and safety of its employees and protection of the environment is more than a priority, it is our greatest responsibility. Our Target Zero approach shows our unwavering commitment to working safely, living safely and protecting the environment. Superiors integrated approach mandates satisfying Global HSEQ Expectations and implements HSEQ Management Systems appropriate for each business units operation. We empower our employees with Stop Work Authority and are continually working towards improving our safety and environmental performance. As part of our commitment to the health and safety of our employees and protection of the environment, we review safety score cards based on Target Zero performance metrics which may directly affect our executive managements compensation. Our responsibility and commitment to health and safety of our employees and the environment are highlighted during HSEQ updates and reports of the performance metrics at each Board meeting. For additional information regarding Superiors HSEQ Policy Statement, visit https://superiorenergy.com/about/hseq/.
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2018 SPN Proxy Statement | |
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CORPORATE RESPONSIBILITY
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We deal fairly with customers, suppliers and other business relationships and always act in the best interests of the Company.
We are fair and honest with our customers, suppliers, business partners and others. We believe this responsibility is vital to the success of our business. As part of this responsibility, we believe it is important to manage any conflicts that may compete with the best interest of our Company. We ensure that our employees understand and comply with our gifts and entertainment policy to preserve objective business decisions. We also work with our customers and suppliers to protect our confidential information and intellectual property to maintain the competitive advantage of our business.
We conduct ourselves as good citizens in the communities where we operate and we respect the environment.
We strive to be a good corporate citizen in the communities where we live and operate. We are committed to working with our customers, business partners and suppliers to strengthen environmental stewardship and responsibility and implement industry practices to minimize environmental impact whenever practical. Our corporate responsibility also extends to observing laws that pertain to freedom of association, privacy, recognition of the right to engage in collective bargaining, the prohibition of forced, compulsory and child labor. In terms of political contributions, it is our policy not to use Company funds to contribute to political organizations or candidates without the prior approval of our CEO. In 2017, we made no political contributions.
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To sustain and improve dialogue with our stockholders, our annual engagement cycle consists of a primary stockholder outreach effort in the fourth quarter of each year. Upon receiving feedback, we consider changes, take action and communicate the efforts made in our annual proxy statement. Our outreach is done primarily by holding conference calls with stockholders, but we also provide questionnaires, allowing our stockholders to provide written responses regarding any concerns. In 2017, we invited our top-50 stockholders, owning approximately 97% of our outstanding shares of common stock, to discuss our compensation philosophy, executive compensation and any governance concerns during the annual engagement. The following illustrates our 2017 stockholder outreach efforts:
During the engagement, stockholders owning 40% of our outstanding shares of common stock responded to our outreach efforts. Specifically, no stockholder expressed concerns regarding our executive compensation program. From the feedback we received, we felt our stockholders were pleased with our proactive approach to addressing executive compensation during the downturn and the decision to maintain the 15% base salary reduction for NEOs during 2017, which was previously implemented in 2016. In addition, our stockholders provided feedback identified above and we took action to address the requests.
The feedback we receive from our stockholders is important to us. Stockholders and other interested parties may send communications to stockholderengagement@superiorenergy.com. Through our outreach effort, we are able to hear concerns from our stockholders, respond effectively and communicate with our stockholders. We expect to continue a strong level of engagement to ensure that we understand and remain able to address stockholder concerns.
Engage Stockholders In Q42017: We contacted stockholders owning 97% of our outstanding shares Stockholders owning 40% of our outstanding shares responded with positive feedback on executive compensation Engage Stockholders Receive Feedback Receive Feedback In 2017, we received the following requests: Disclose additional information on board skills and experience Provide more environmental, social and governance (ESG) information Consider Change We Considered: A Board Skills Matrix Disclosing more ESG information as rooted in our Code of Conduct Consider Change Take Action Take Action Included a Board Skills Matrix in Proxy Provided additional ESG information under Corporate Responsibility section of proxy
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2018 SPN Proxy Statement | |
ELECTION OF DIRECTORS (PROPOSAL 1)
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All of our directors are elected annually. On March 28, 2018, the Nominating and Corporate Governance Committee (the Corporate Governance Committee) recommended, and our Board of Directors (the Board) nominated, each of our current directors to serve another one-year term of office.
Information about Director Nominees
The information below provides an overview of each nominated directors skills and experiences. The skills and experiences of each nominee distinctively qualify the individual to be nominated to serve as a director of the Company.
BOARD MEMBER | CEO/ Business |
Public Company Board |
Industry Knowledge |
Strategic Planning/ Risk Management |
Financial/ Accounting Literacy |
Finance/ Capital |
Legal/ Regulatory |
International | Environmental/ Sustainability |
Corporate Governance |
Business Ethics | |||||||||||
Harold J. Bouillion
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✓
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✓
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✓
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✓
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✓
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✓
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David D. Dunlap
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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James M. Funk
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✓
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✓
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✓
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✓
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✓
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✓
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Terence E. Hall
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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Peter D. Kinnear
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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Janiece M. Longoria
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✓
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✓
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✓
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✓
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✓
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✓
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Michael M. McShane
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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W. Matt Ralls
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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✓
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The biographies outline each nominated directors age, tenure, business experience and director positions with other public companies currently held. Each of the director nominees advised us that he or she will serve on our Board if elected.
Our Board unanimously recommends that stockholders vote FOR each of the eight director nominees named in this proxy statement.
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ELECTION OF DIRECTORS (PROPOSAL 1)
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Harold J. Bouillion
Managing Director of Bouillion & Associates, LLC
Director since: 2006 Age: 74
Independent Director
Superior Committees
Audit (Chair)
Compensation
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Executive Experience: Mr. Bouillion has been the Managing Director of Bouillion & Associates, LLC, which provides tax and financial planning services since 2002. From 1966 until 2002, Mr. Bouillion was employed with KPMG LLP (KPMG) where he served as Managing Partner of the New Orleans office from 1991 through 2002. Mr. Bouillion is a certified public accountant.
Skills and Qualifications: Mr. Bouillions tax and financial planning expertise and his 36-year career in tax with a leading international accounting firm make him a valuable member of our Board and distinctively qualified to chair the Audit Committee and to serve on our Compensation Committee. In addition, his executive management, strategic planning, risk management and corporate governance experiences add valuable insight to the challenges faced at the board level.
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ELECTION OF DIRECTORS (PROPOSAL 1)
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David D. Dunlap
Chief Executive Officer and
Director since: 2010 Age: 56
Superior Committees Not Applicable
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Executive Experience: Mr. Dunlap has served as our CEO since 2010 and President since 2011. From 2007 until he joined the Company in 2010, Mr. Dunlap served as Executive Vice President Chief Operating Officer of BJ Services Company (BJ Services), a renowned well services provider. He joined BJ Services in 1984 as a District Engineer. Prior to 1995, he served as Vice President Sales for the Coastal Division of North America and U.S. Sales and Marketing Manager for BJ Services. Prior to being promoted to Executive Vice President Chief Operating Officer, Mr. Dunlap held the position of Vice President International Division from 1995 to 2007. Mr. Dunlap currently serves as director and trustee on the boards of numerous non-profit organizations.
Skills and Qualifications: For more than 30 years, Mr. Dunlap has worked and held leadership positions in the oil and gas industry. Under his direction, BJ Services significantly expanded internationally and successfully transformed into a global leader in multiple well service product lines, demonstrating his exceptional leadership abilities in developing and executing a global business strategy. Mr. Dunlaps extensive domestic and international industry knowledge, strategic planning, global expansion insight and expertise make him a valuable member of our Board and uniquely position him to assist our Board in the successful implementation of our business strategy.
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ELECTION OF DIRECTORS (PROPOSAL 1)
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James M. Funk
President of J.M. Funk & Associates
Director since: 2005 Age: 68
Lead Director/ Independent Director
Superior Committees
Compensation
Nominating and Corporate Governance
Other Current Public Boards: Range Resources Corporation (2008-Present)
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Executive Experience: Dr. Funk is currently the President of J.M. Funk & Associates, an oil and gas business consulting firm, and has more than 40 years of experience in the energy industry. Dr. Funk served as Senior Vice President of Equitable Resources (now EQT Corporation) and President of Equitable Production Co. from June 2000 to 2003. He worked for 23 years with Shell Oil Company and its affiliates and is a Certified Petroleum Geologist.
Skills and Qualifications: Dr. Funks extensive experience in the energy industry in similar areas as our operations, along with his strong technical expertise, industry knowledge and understanding of environmental and sustainability concerns, give him a unique understanding of our business and the challenges and strategic opportunities we face. His senior executive leadership in the energy industry qualifies him to serve as our Lead Director and provides the Compensation Committee and Nominating and Corporate Governance Committee with substantial personnel management experience. In addition, his extensive public board experience adds valuable perspective and positions him well to address issues faced at the Board level.
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ELECTION OF DIRECTORS (PROPOSAL 1)
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Terrence E. Hall
Founder and Chairman of
Director since: 1995 Age: 72
Superior Committees Not Applicable
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Executive Experience: Mr. Hall served as the Chairman of our Board since 1995. Mr. Hall is the founder of the Company and served as CEO of the Company and its predecessors from 1980 until 2010.
Skills and Qualifications: As founder of the Company, Mr. Hall led the Company through tremendous growth through all industry cycles. His detailed knowledge of every aspect of our business, financial expertise and risk management and regulatory experiences are invaluable to the Board when capturing strategic and operational opportunities. Mr. Halls industry knowledge and first-hand knowledge of the Company enable him to guide our business strategy and successfully navigate challenges in the oil and gas industry.
|
5 | ||||
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ELECTION OF DIRECTORS (PROPOSAL 1)
|
|
Peter D. Kinnear
Former Chairman, Chief Executive Officer and President of FMC Technologies, LLC
Director since: 2011 Age: 71
Independent Director
Superior Committees:
Audit
Nominating and Corporate Governance (Chair)
|
Executive Experience: Mr. Kinnear held numerous management, operations and marketing roles with FMC Technologies, Inc. (FTI) and FMC Corporation from 1971 until his retirement in 2011. Mr. Kinnear served as FTIs Chief Executive Officer from 2007 to 2011, Chairman of the Board from 2008 to 2011, President from 2006 to 2010 and Chief Operating Officer from 2006 to 2007.
Skills and Qualifications: Mr. Kinnears experience in numerous roles of management, operations and marketing in the global energy industry brings extensive knowledge and leadership skills to our Board. His management and board experiences give him a thorough understanding of industry regulations, different cultural, political and public policy insight and knowledge of regulatory requirements related to international operations. Mr. Kinnears experiences make him highly qualified to serve on the Audit Committee and to act as chair of the Nominating and Corporate Governance Committee.
|
6 |
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|||
|
ELECTION OF DIRECTORS (PROPOSAL 1)
|
|
Janiece M. Longoria
Chairman of Port of Houston
Director since: 2015 Age: 65
Independent Director
Superior Committees:
Audit
Nominating and Corporate Governance
|
Executive Experience: Ms. Longoria serves as the Chairman of the Port of Houston Authority. She also currently serves as a Regent for the University of Texas System and on the board of directors of the Texas Medical Center and the Houston Branch of the Federal Reserve. Formerly, Ms. Longoria practiced law as a securities and commercial litigator for over 35 years at the law firm of Ogden, Gibson, Broocks, Longoria & Hall and L.L.P. and previously at Andrews Kurth LLP.
Skills and Qualifications: Ms. Longorias legal experience, particularly with securities and regulatory matters, allows her to provide extensive guidance to our Board. She has received numerous honors and recognitions for her community and board service during her career, including the Sandra Day OConnor Award for Board Excellence, as well as the Female Executive of the Year Award from the Houston Hispanic Chamber of Commerce. As a proponent of environmental and sustainability matters, she provides a unique perspective that enables the Company to achieve its operational goals while being environmentally responsible. Ms. Longoria brings a fresh perspective to our Board based on her diverse business, legal and regulatory experiences, which makes Ms. Longoria highly qualified to serve on our Audit Committee and Nominating and Corporate Governance Committee.
|
7 | ||||
|
ELECTION OF DIRECTORS (PROPOSAL 1)
|
|
Michael M. McShane
Advisor to Advent International
Director since: 2012 Age: 63
Independent Director
Superior Committees:
Audit
Compensation
Other Current Public Boards
Enbridge, Inc.(2017-Present)
Forum Energy Technologies, Inc. (2010-Present)
NCS Multistage Holdings, Inc. (2012-Present, Chairman 2017- Present)
Oasis Petroleum, Inc. (2010-Present)
|
Executive Experience: Mr. McShane serves as an Advisor to Advent International, a global private equity fund. Mr. McShane served as a director and President and Chief Executive Officer of Grant Prideco, Inc. from 2002 until the completion of its merger with National Oilwell Varco, Inc. in 2008, having also served as the chairman of its board from 2003 to 2008. Prior to joining Grant Prideco, Mr. McShane was Senior Vice President Finance and Chief Financial Officer and a director of BJ Services from 1990 to 2002 and Vice President Finance from 1987 to 1990 when BJ Services was a division of Baker Hughes Incorporated.
Skills and Qualifications: Mr. McShanes leadership experience and domestic and international oil and gas industry knowledge provide our Board an excellent perspective as our Company strategically positions itself for growth. His extensive board experience and corporate governance understanding also greatly contribute to the Boards strategic planning and risk management oversight. Mr. McShanes strong finance and accounting background and management experience in the relevant industry also make him highly qualified to serve on the Audit Committee and the Compensation Committee.
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8 |
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|
ELECTION OF DIRECTORS (PROPOSAL 1)
|
|
W. Matt Ralls
Former Chairman, Chief Executive Officer and President of Rowan Companies, plc
Director since: 2012 Age: 68
Independent Director
Superior Committees:
Compensation (Chair)
Nominating and
Other Current Public Boards:
Cabot Oil and Gas Corporation (2011-Present)
NCS Multistage Holdings, Inc. (2017-Present)
|
Executive Experience: Mr. Ralls previously served as Executive Chairman, Chief Executive Officer and President of Rowan Companies plc (Rowan) from 2014 to 2016, the Chief Executive Officer from 2009 until 2014, and President from 2009 to 2013. Mr. Ralls served as Executive Vice President and Chief Operating Officer of GlobalSantaFe Corporation from 2005 until the completion of the merger of GlobalSantaFe with Transocean, Inc. in 2007, prior to which he had served as Senior Vice President and Chief Financial Officer from 2001 to 2005.
Skills and Qualifications: Mr. Ralls financial acumen, senior leadership roles and risk management experiences at global drilling companies enable our Board to strategically capture opportunities and adequately manage risks. Our Board benefits from his extensive leadership, financial expertise, broad board experience and industry knowledge, making him highly qualified to chair the Compensation Committee and to serve on the Nominating and Corporate Governance Committee.
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9 | ||||
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CORPORATE GOVERNANCE
|
|
11 | ||||
|
CORPORATE GOVERNANCE
|
|
The following depicts our Boards oversight, the areas of responsibilities of each committee and our leadership teams role in communicating and managing the risks:
12 |
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|||
|
CORPORATE GOVERNANCE
|
|
The current members and primary functions of each board committee are described below:
Director
|
Audit*
|
Compensation
|
Nominating and Corporate Governance | |||
Harold J. Bouillion
|
CHAIR
|
✓
|
||||
James M. Funk
|
✓
|
✓
| ||||
Peter D. Kinnear
|
✓
|
CHAIR
| ||||
Janiece M. Longoria
|
✓
|
✓
| ||||
Michael M. McShane
|
✓
|
✓
|
||||
W. Matt Ralls
|
CHAIR
|
✓
|
* | Messrs. Bouillion, Kinnear and McShane are each an audit committee financial expert as defined by the SEC. |
13 | ||||
|
CORPORATE GOVERNANCE
|
|
14 |
|
|||
|
CORPORATE GOVERNANCE
|
|
15 | ||||
|
DIRECTOR COMPENSATION
|
|
The table below summarizes the compensation of our non-management directors for 2017. As CEO and President, Mr. Dunlap does not receive any additional compensation for his service as a director. His compensation as an executive is reflected in the 2017 Executive Compensation 2017 Summary Compensation Table. All non-management directors are reimbursed for reasonable expenses incurred in attending Board and committee meetings.
2017 Director Compensation
Name | Fees Earned Or Paid in Cash(1) |
Stock
|
All
Other
|
Total | ||||
Harold J. Bouillion
|
$105,000
|
$200,012
|
$0
|
$305,012
| ||||
James M. Funk
|
$110,000
|
$200,012
|
$0
|
$310,012
| ||||
Terence E. Hall
|
$273,750
|
$200,012
|
$0
|
$473,762
| ||||
Peter D. Kinnear
|
$95,000
|
$200,012
|
$0
|
$295,012
| ||||
Janiece M. Longoria
|
$85,000
|
$200,012
|
$0
|
$285,012
| ||||
Michael M. McShane
|
$85,000
|
$200,012
|
$0
|
$285,012
| ||||
W. Matt Ralls
|
$92,500
|
$200,012
|
$0
|
$292,512
|
(1) | Amounts shown reflect fees earned by the directors as retainers or fees for their service on our Board during 2017. Mr. Hall received catch up payments for missed cash payments as non-executive Chairman of the Board in 2016 in the amount of $63,750. Mr. Ralls Q1 2017 payment was reduced by $7,500 to offset an overpayment in 2016. |
(2) | Amounts reflect the aggregate grant date fair value of the RSU awards calculated in accordance with FASB ASC Topic 718 at the closing sales price of our common stock on the date of grant. On May 24, 2017, each non-employee director received an award of 16,489 RSUs, with a grant date fair value of $12.13 per unit. The aggregate RSUs held by our directors as of December 31, 2017 were as follows: Mr. Bouillion 54,022 RSUs; Mr. Funk 85,497 RSUs; Mr. Hall 31,252 RSUs; Mr. Kinnear 28,079 RSUs; Ms. Longoria 28,920 RSUs; Mr. McShane 26,926 RSUs; and Mr. Ralls 47,872 RSUs and 13,683 deferred stock units (DSUs). |
17 | ||||
|
The following table shows the number of shares of our common stock beneficially owned by holders as of March 15, 2018, known by us to beneficially own more than 5% of the outstanding shares of our common stock. The information in the table is based on our review of filings with the SEC.
Name and Address of Beneficial Owner
|
Amount & Nature of Beneficial Ownership |
Percent of Class(1)
| ||
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 |
17,564,199(2) | 11.50% | ||
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
13,422,493(3) | 8.76% | ||
Dimensional Fund Advisors LP 6300 Bee Cave Road Austin, Texas 78746 |
8,167,398(4) | 5.34% | ||
Van Eck Associates Corporation 666 Third Avenue, 9th Floor New York, New York 10017 |
7,766,946(5) | 5.06% |
(1) | Based on 154,237,262 shares of our common stock outstanding as of March 15, 2018. |
(2) | In the Schedule 13G filed on January 19, 2018, BlackRock, Inc. reported that it has the sole power to dispose or direct the disposition of all the shares reported and the sole power to vote or direct the vote of 17,188,759 shares. |
(3) | In the Schedule 13G filed on February 9, 2018, The Vanguard Group reported that it has (i) the sole power to dispose or direct the disposition of 13,251,026 shares, (ii) the shared power to dispose or direct the disposition of 171,467 shares, (iii) the sole power to vote or direct the vote of 165,666 shares and (iv) the shared power to vote or direct the vote of 18,001 shares. |
(4) | In the Schedule 13G filed on February 9, 2018, Dimensional Fund Advisors LP reported that it has the sole power to dispose or direct the disposition of all the shares reported and the sole power to vote or direct the vote of 7,836,261 shares. |
(5) | In the Schedule 13G filed on February 13, 2018, Van Eck Associates Corporation reported that it has the sole power to dispose or direct the disposition of all the shares reported and the sole power to vote or direct the vote of all of the shares. |
18 |
|
|||
|
OWNERSHIP OF SECURITIES
|
|
Management and Director Stock Ownership
The following table shows the number of shares of our common stock beneficially owned as of March 15, 2018, by (i) our current non-management directors, (ii) our NEOs, and (iii) all of our current directors and executive officers as a group. The information in the table is based on our review of filings with the SEC. Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership(1) |
Percent of
| ||
NON-MANAGEMENT DIRECTORS:(2)
|
||||
Harold J. Bouillion
|
98,155
|
* | ||
James M. Funk
|
97,458
|
* | ||
Terence E. Hall
|
1,018,650
|
* | ||
Peter D. Kinnear
|
92,686
|
* | ||
Janiece M. Longoria
|
39,108
|
* | ||
Michael M. McShane
|
101,701
|
* | ||
W. Matt Ralls
|
117,932
|
* | ||
NAMED EXECUTIVE OFFICERS
|
||||
David D. Dunlap
|
2,159,709
|
1.40
| ||
Robert S. Taylor
|
775,053
|
* | ||
Brian K. Moore
|
772,565
|
* | ||
A. Patrick Bernard
|
525,088
|
* | ||
William B. Masters
|
487,083
|
* | ||
All directors and executive officers as a group (13 persons)(4)
|
5,882,227
|
3.81%
|
* | Less than 1%. |
(1) | Includes the number of shares subject to options that are exercisable within 60 days, as follows: Mr. Hall (704,653); Mr. Dunlap (1,529,295); Mr. Taylor (557,254); Mr. Moore (444,491); Mr. Bernard (389,772); Mr. Masters (350,551); and all directors and executive officers as a group (3,627,005), excluding Mr. Taylor who retired on March 1, 2018. |
(2) | Includes the number of shares the non-management director will receive upon vesting of RSUs or the payout of deferred RSUs, as noted, within 60 days, as follows: Mr. Bouillon (54,022); Mr. Funk (52,500, plus 32,997 deferred RSUs); Mr. Hall (31,252); Mr. Kinnear (28,079); Ms. Longoria (16,489, plus 12,431 deferred RSUs); Mr. McShane (26,926); and Mr. Ralls (26,926, plus 20,946 deferred RSUs). Each RSU granted to directors prior to 2013 vested immediately upon grant, but the shares of Company common stock payable upon vesting will not be delivered to the director until he ceases to serve on our Board. Beginning with the 2013 grants, the RSUs vest and pay out in shares of our common stock the year following the grant, subject to each directors ability to elect to defer receipt of the shares. |
(3) | Based on 154,237,262 shares of our common stock outstanding as of March 15, 2018. |
(4) | One executive officer had previously pledged 7,778 shares to secure a personal line of credit. This pledge was in place prior to the adoption of our anti-pledging policy in 2013. Given that the table above takes into account stock beneficially owned as of March 15, 2018, the total excludes shares of Mr. Taylor, who retired on March 1, 2018, but includes ownership of the newly elected Chief Financial Officer and Treasurer and Chief Accounting Officer. |
19 | ||||
|
OWNERSHIP OF SECURITIES
|
|
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers to file with the SEC reports of ownership and changes in ownership of our equity securities. Based solely upon our review of the Forms 3 and 4 filed during 2017 and written representations from our directors and executive officers, we believe that all required reports were timely filed during 2017.
20 |
|
|||
RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3)
|
23 | ||||
|
The Audit Committee assists the Board in its oversight of the integrity of the Companys financial statements, the independent auditors qualifications, independence and performance, the performance of the Companys internal audit function and the Companys compliance with legal and regulatory requirements. The Audit Committee is comprised of four non-employee directors, each of whom meet the independence and financial literacy requirements under the SEC rules and NYSE listing standards, including the heightened NYSE independence requirements for audit committee members and three of whom qualify as an audit committee financial expert as defined by the SEC.
The Audit Committee operates under a written charter adopted by the Board that complies with all current regulatory requirements. The charter is reviewed at least annually. A copy of the charter can be found on the Companys website at www.superiorenergy.com/about/corporate-governance/.
Management is responsible for preparing and presenting the Companys financial statements and for maintaining appropriate accounting and financial reporting policies and practices, as well as internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. KPMG, our independent auditor, is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and expressing opinions on the conformity of the Companys audited financial statements with generally accepted accounting principles and on the Companys internal control over financial reporting. The members of the Audit Committee rely, without independent verification, on the information provided and representations made to them by management and KPMG.
In performing its oversight function, over the course of the year the Audit Committee, among other matters:
| reviewed and discussed with management, the Companys internal auditor and KPMG the Companys quarterly and annual earnings press releases, consolidated financial statements, Form 10-Qs and Form 10-Ks filed with the SEC, including disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations; |
| reviewed and discussed with management, the Companys internal auditor and KPMG the Companys audited financial statements, including the Form 10-Ks and related footnotes for the year ended December 31, 2017 and disclosures under the Managements Discussion and Analysis of Financial Condition and Results of Operations; |
| reviewed and discussed with management, the Companys internal auditor and KPMG managements assessment of the effectiveness of the Companys internal controls over financial reporting and KPMGs evaluation of the Companys internal controls over financial reporting; |
| inquired about significant business and financial reporting risks, reviewed the Companys risk management process and assessed the steps management is taking to control these risks; |
| met in quarterly executive sessions the internal auditor and KPMG, including to discuss the results of their examinations, their evaluations of internal controls and the overall quality of the Companys financial reporting; |
| discussed with KPMG the matters required to be discussed by the independent auditor with the Audit Committee under the Public Company Accounting Oversight Board (PCAOB) applicable auditing standards, including Auditing Standard No. 130, Communications with Audit Committees; and |
| reviewed the policies and procedures for the engagement of KPMG, including the scope of the audit, audit fees, auditor independence matters and the extent to which KPMG may be retained to perform non-audit services. |
The Audit Committee leads in the selection of the lead audit engagement partner, working with KPMG with input from management and annually reviews and assesses the performance of the KPMG audit team, including the
24 |
|
|||
|
AUDIT COMMITTEE REPORT
|
|
lead audit engagement partner. As part of its auditor engagement process, the Audit Committee also considers whether to rotate the independent registered public accounting firm. Following this assessment and evaluation, the Audit Committee concluded that the selection of KPMG as the independent registered public accounting firm for fiscal year 2018 is in the best interest of the Company and its stockholders.
The Audit Committee also reviewed KPMGs independence and as part of that review, received and discussed the written disclosures from KPMG required by applicable requirements of the PCAOB regarding the independent auditors communications with the Audit Committee concerning independence. Additionally, as further described under Pre-Approval Process, the Company maintains an auditor independence policy that requires pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. The Audit Committee considers whether KPMGs provision of these non-audit services to us is consistent with its independence and concluded that it is.
Based on the reviews and discussions described above and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its charter, the Audit Committee recommended to the Board that the Companys audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for filing with the SEC.
THE AUDIT COMMITTEE
|
Harold J Bouillion (Chair) |
Peter D Kinnear |
Janiece M. Longoria |
Michael M McShane |
25 | ||||
|
Our practice has been that any transaction which would require disclosure under Item 404(a) of Regulation S-K of the rules and regulations of the SEC, with respect to a director or executive officer, must be reviewed and approved by our Audit Committee. The Audit Committee reviews and investigates any matters pertaining to the integrity of our executive officers and directors, including conflicts of interest, or adherence to standards of business conduct required by our policies. We are currently not a party to any transactions requiring a disclosure.
26 |
|
|||
|
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
The Compensation Committee (referred to as the Committee in this CD&A) oversees our executive compensation program. This CD&A is intended to provide our stockholders with an understanding of our compensation philosophy and objectives, as well as the analysis that we performed in setting executive compensation for 2017. It discusses our Committees determination of how and why, in addition to what, compensation actions were taken during 2017 for our NEOs.
EXECUTIVE SUMMARY
27 | ||||
|
EXECUTIVE COMPENSATION
|
|
In 2017, we maintained the 15% reduction in our NEOs base salaries implemented in 2016, which also impacted their potential payouts under our annual and long-term incentives, in order to emphasize our commitment to closely manage our G&A expense.
|
28 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
Summary of 2017 Incentives and Payouts
Our 2017 performance resulted in increased payouts under our annual incentive plan compared to 2016 while our performance share unit payouts decreased due to our relative TSR and ROA performance levels. We describe below the components and results of our 2017 incentive program.
Incentive Program Element
|
Performance Category
|
Performance Metric
|
Company Performance v. Target
|
Resulting
|
Overall Payout Value
|
|||||||
Annual Incentive Plan (AIP) |
Financial |
EBITDA (75% of Award)
|
Above Target |
98-112% of Target |
98-112% of Target | |||||||
Operational | Key Operational (25% of Award) |
Above Target | 98-112% of Target | |||||||||
Long-Term Incentive (LTI) Program - Performance Share Units (PSUs): 2015-2017 Cycle
|
Financial |
ROA Percentile Rank (50% of Award)
|
38%the Percentile | 38% of Target | 79% of Target | |||||||
Stock Price |
TSR Percentile Rank (50% of Award)
|
41%Percentile | 41% of Target |
Our goal for the 2017 incentive program was to focus our management team on generating EBITDA and managing our balance sheet to maximize our liquidity and financial flexibility in the event our operating environment actually did improve. To this end, the Committee established the target payout at what we thought was a rigorous, stretch level of approximately 220% of our budget and the maximum payout at a likely unattainable level of 590% of budget, which was 270% of target. As shown above, our NEOs earned an AIP payout of 112% of target. In order to reinforce our commitment to providing a safe work environment for our employees, we used our negative discretion to reduce our CEOs and one NEOs actual AIP payouts by 15% due to two fatality incidents in one of our business units. The below target payout for the PSUs for the 2015-2017 performance period was appropriate and aligned with our relative performance compared to our peer group for both the TSR and ROA performance metrics.
Real Pay Delivery Aligned With Performance
In making our executive compensation decisions, we focus on total direct compensation and evaluate target compensation against the real pay ultimately received by the executives. Real pay includes salary, payouts from the AIP, PSUs and vested RSUs.
Our overriding goal has been to align our NEOs real pay with our performance through industry cycles. As a result, the ultimate value of our PSU and equity grants, which comprised 73.2% of our CEOs 2017 target compensation and 64.4% for our other NEOs 2017 target compensation, are primarily based on our stock price and operating performance.
We believe that our overall pay delivery and performance were aligned in 2017 given that our CEO:
| Continued to receive his salary reflecting the 15% reduction implemented in 2016, which similarly reduced both his AIP and LTI opportunities; |
| Earned an AIP payout since the Company generated EBITDA that was more than 260% of our budget when we established our AIP payout levels, and which was reduced to reinforce our safety commitment; and |
| Earned an appropriate PSU payout based on how our 2015-2017 TSR and ROA compared to our performance peer group. |
29 | ||||
|
EXECUTIVE COMPENSATION
|
|
Our CEOs 2017 real pay was 68.6% of his 2017 target compensation opportunity. Our other NEOs average real pay was 72.8% of their 2017 target direct compensation opportunity. There was a similar result in 2016 when the corresponding amounts were 75% of target for our CEO and an average of 74.2% of target for our other NEOs. The graph below illustrates the relationship between our NEOs 2017 target compensation opportunity and real pay in 2017 and 2016.
Compensation Best Practices
30 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
Results of 2017 Say-on-Pay Vote
At our 2017 Annual Meeting, our stockholders approved our annual say-on-pay proposal by an affirmative vote of the holders of 97.6% of our shares of our common stock present and entitled to vote on the proposal. Our stockholders showed strong support for our efforts to align compensation with performance results during the market downturn. We were also pleased in 2017 to have received positive recommendations from two leading proxy advisory firms that supported our say-on-pay proposal.
In the second half of 2017, through our stockholder outreach program, we sought feedback from our 50 largest stockholders holding approximately 97% of our outstanding shares of common stock on a variety of topics, including our executive compensation program. Our stockholder outreach efforts are discussed in more detail above under Stockholder Outreach. Based on the feedback we received, we felt that our stockholders were supportive of both our executive compensation philosophy and related compensation program, and appreciated our continued focus on aligning executive compensation with performance. We have continued our ongoing dialogue with our stockholders, and intend to continue to fully evaluate and be responsive to the feedback we receive.
31 | ||||
|
EXECUTIVE COMPENSATION
|
|
How We View Compensation Total Target Compensation
Our executive compensation program is highly variable and performance-based, linking executive pay, Company performance and long-term results for stockholders. The primary components of our executive compensation program are base salary, annual and long-term incentives. Consistent with this approach, our program features a minimal level of fixed compensation in the form of base salary for our NEOs, while annual and long-term incentives comprise approximately 88% of our CEOs target compensation and 80% of our other NEOs. Our program is also heavily weighted towards variability depending on our stock price with 75% of the ultimate value of the long-term incentives (consisting of stock options, RSUs and the TSR element of our PSUs for 2017) depending on our stock price. The following charts illustrate the 2017 target mix of compensation elements for our CEO and other NEOs:
32 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
Historical Linkage of Pay and Performance
The charts below illustrate the direct link between pay and performance for both our AIP and LTI program over the last four years that have been impacted by the downturn:
We believe that the annual performance based pay delivered to our NEOs through our AIP over the most recent industry cycle illustrates how we set rigorous targets and management objectives in a dynamic and rapidly changing environment. While we delivered a strong financial and operational performance in 2014, the downturn began in the fourth quarter when crude oil prices declined approximately 33% due to oversupply against weakening demand. The direct linkage of pay with performance was evident in 2015 and 2016 when the Company did not generate sufficient EBITDA to achieve a threshold payout under the AIP, but management did meet the quantitative management objectives intended to drive behaviors to preserve liquidity and protect our balance sheet. In 2017, there was strong operational and financial outperformance compared to our budget resulting in achievement of 112% of the 2017 EBITDA target with a similar level of achievement of the operational objectives. The payout for our CEO and one other NEO was reduced by 15% due to the Committee exercising its negative discretion as a result of two fatality incidents in one of our business units.
33 | ||||
|
EXECUTIVE COMPENSATION
|
|
We believe the three year performance period of our PSUs, which is by far the largest component of our executive compensation program, with 50% of the potential payout being driven by each of our TSR and ROIC/ROA return metrics ensures our NEOs financial interests are firmly aligned with our stockholders. PSU payouts are determined by our three year performance compared to the performance of our peer group companies. We believe the below target PSU payout for the 2015-2017 performance period was appropriate and aligned with our relative performance compared to our peer group for both the TSR and ROA performance metrics.
Target Total Compensation v. Real Pay Analysis
In making our compensation decisions, The Committee focuses on target total compensation of our executives, and evaluates target compensation against the real pay ultimately received. By design, our executive compensation program will not deliver target value unless our stock price appreciates on an absolute basis, the Company meets or exceeds median stock price performance of its peers and the Company meets or exceeds important financial and operational objectives.
34 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
Target Total Compensation:
Real Pay Delivery:
Ø | Reflects the amounts actually received from salary, payouts from the AIP and PSUs and vested RSUs. |
The chart below highlights the differences between our CEOs target compensation opportunity and the real pay actually received through the four-year period impacted by the downturn. Our CEOs target compensation has decreased each year with his real pay being driven by our performance and stock price.
35 | ||||
|
EXECUTIVE COMPENSATION
|
|
Four-Year Relative Perspective
To demonstrate the alignment of our CEOs pay with our performance throughout the four-year period impacted by the downturn, the following graph compares our CEOs real pay as a percentage of target compensation to our TSR performance relative to our compensation peer group over the same period.
36 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
EXECUTIVE COMPENSATION PHILOSOPHY
The Committee is responsible for designing, implementing and administering our executive compensation program. The primary objective of our program is to:
Ø | reward performance in order to align our NEOs compensation with long-term stockholder returns; and |
Ø | ensure that we can attract and retain talented executives with the skills, educational background, experience and personal qualities needed to successfully manage our business. |
In structuring our executive compensation program, the Committee is guided by the following principles:
Principle
|
|
Implementation
| ||
Compensation should be performance driven and incentive compensation should comprise the largest part of an executives compensation package. |
Ø The largest portion of our target executive compensation (88% for our CEO and 80% for the other NEOs) is comprised of LTI and AIP awards that are at-risk, performance based with the ultimate value primarily determined by our stock price.
Ø Base salary, the only fixed element of compensation in our executive compensation program, accounts for 12.2% of our CEOs target compensation and 20.5% of our other NEOs target compensation.
| |||
Compensation levels should be competitive in order to attract and retain talented executives. |
Ø We annually receive extensive input from our independent compensation consultant regarding the competitiveness of our pay strategy relative to the market. We have a well-defined, established process to evaluate the competitiveness of our executive compensation program.
| |||
Incentive compensation should balance short and long-term performance, including balancing short-term growth with long-term returns. |
Ø Our AIP rewards executives for the achievement of annual goals based on our profitability and achievement of quantitative operational metrics.
Ø Our LTI opportunities will not deliver target compensation unless our stock price appreciates on an absolute basis and will provide significantly more potential value if our TSR and ROA increase as compared to our peers.
Ø In order to encourage our executives to prudently grow our business without sacrificing long-term returns, the performance metrics used for our PSUs are our three-year relative TSR and ROA as compared to our peers.
Ø We evaluate annually with our independent compensation consultant whether the program is balanced in terms of base pay and incentives, both short and long-term.
| |||
Compensation programs should provide an element of retention and motivate executives to stay with the Company long-term. |
Ø Executives forfeit their opportunity to earn a payout of their PSUs if they voluntarily leave the Company before the three-year performance cycle is complete, except in the case of retirement. Also, the use of time-vested stock options and RSUs provides a strong incentive for executives to stay with the Company.
Ø The retirement benefits provided under our Supplemental Executive Retirement Plan (SERP) increase the longer the executive remains with the Company.
| |||
Compensation programs should encourage executives to own Company stock in order to align their interests with our stockholders. |
Ø Our stock ownership guidelines require our executive officers to own shares of Company stock equivalent to a stated multiple of the executives base salary. The multiple varies depending on the executives job title. See Executive Compensation Policies Stock Ownership Guidelines and Holding Requirements for more information.
Ø We grant shares of time-vesting RSUs as one of our long-term incentives, and may also elect to pay up to 50% of the value of our PSUs in common stock.
|
37 | ||||
|
EXECUTIVE COMPENSATION
|
|
38 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
Performance Peer Group* | ||||
Performance
Used to measure our financial performance under our LTI program, in particular the PSUs. |
Basic Energy Services, Inc. Halliburton Co. Helix Energy Solutions Group, Inc. Helmerich & Payne, Inc. Key Energy Services, Inc. Nabors Industries Ltd. |
National Oilwell Varco, Inc. Oceaneering International, Inc. Oil States International, Inc. Patterson-UTI Energy, Inc. RPC, Inc. Schlumberger Ltd. Weatherford International plc | ||
*Reference group for the PSUs granted in 2017
| ||||
Compensation Peer Group | ||||
Compensation
Used to evaluate and benchmark executive compensation. |
Baker Hughes, a GE Company Basic Energy Services, Inc. Ensco plc Forum Energy Technologies Halliburton Co. Helix Energy Solutions Group, Inc. Helmerich & Payne, Inc. |
Key Energy Services, Inc. Nabors Industries National Oilwell Varco, Inc. Oceaneering International, Inc. Oil States International, Inc. Patterson-UTI Energy, Inc. RPC, Inc. Weatherford International plc
|
39 | ||||
|
EXECUTIVE COMPENSATION
|
|
40 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
Named Executive Officer
|
Minimum
|
Target
|
Maximum
| |||
Mr. Dunlap
|
60%
|
120%
|
240%
| |||
Mr. Taylor
|
40%
|
80%
|
160%
| |||
Mr. Moore
|
38%
|
75%
|
150%
| |||
Mr. Bernard
|
35%
|
70%
|
140%
| |||
Mr. Masters
|
35%
|
70%
|
140%
|
Determination of 2017 Results
In February 2018, the Committee reviewed the Companys financial results for 2017 and evaluated a detailed report regarding managements efforts and accomplishments with respect to the key operational objectives. As for the financial metric, the Company achieved 112% of the EBITDA target established for 2017. The key operational objectives were deemed critical to generate cash and manage liquidity to support any increase in our operational tempo. Importantly, as a result of the achievement of the operational objectives, we were able to increase capital expenditures by 105% and preserve $172 million in cash on hand at year-end. The Company also deployed cash to reactivate idle equipment so that we could be an early responder in the increased domestic operating tempo we experienced as we progressed through the year.
Due to the Companys robust EBITDA performance compared to our budget and the level of achievement of the key operational objectives, the Committee determined it was appropriate to approve an overall payout at 112% of target. In the Committees assessment of these operational objectives and determining the appropriate payout, we noted the following achievements:
| Closely Manage G&A: We targeted keeping adjusted G&A expense below $319 million in 2017. G&A expense actually decreased from $346.7 million in 2016 to $295.5 million in 2017, exceeding the objective by approximately 7%. |
| Closely Manage DSO: We targeted to end 2017 with a DSO of 72 to 79 days with the low end of the range representing outperformance. We achieved a DSO of 71.9 days, slightly exceeding the low end of the targeted range. |
| Closely Manage DPO: We targeted to end 2017 with a DPO of 45 to 51 days. We achieved a DPO of 57 days, exceeding the high end of the targeted range by approximately 12%. |
Goal
|
% of Award
|
Target
|
Resulting Payout %
|
Overall Payout
| ||||
EBITDA Target
|
75%
|
112%
|
98-112%
|
98-112% | ||||
Key Operational Objectives
|
25%
|
Above Target
|
98-112%
|
The Committee determined to exercise its discretion to reduce the ultimate payouts to our CEO and one NEO by 15% due to two fatality incidents resulting in their AIP payout being 98% of target compared to 112% of target for our other NEOs.
41 | ||||
|
EXECUTIVE COMPENSATION
|
|
Long-Term Incentives
2017 LTI Program At-A-Glance
Component of LTI Program
|
Terms
|
How the Award Furthers our Compensation Principles
| ||
RSUs (25% of grant value) |
Paysout in equivalent number of shares of our common stock Vestsin equal annual installments over three year period, subject to continued service |
Widely used in the energy industry to strengthen the link between stockholder and employee interests, while motivating executives to remain with the Company. Provides a bridge between the short and long-term interests of stockholders, and reduces the impact of share price volatility over industry cycles. Motivatesexecutives to take measured risks because the incentive value to the executive does not entirely depend on significant price appreciation.
| ||
Stock Options (25% of grant value) |
Exerciseprice at fair market value on grant date Vestsin equal annual installments over three year period, subject to continued service 10-yearterm
|
Motivatesexecutives to continue to grow the value of the Companys stock over the long term as the value of the stock option depends entirely on the long-term appreciation of the Companys stock price. | ||
PSUs (50% of grant value) |
3-yearperformance period Initialvalue of $100 per unit Payoutrange $0 to $200 per unit based on performance compared to our Performance Peer Group Performancemeasures: ○ 50%Relative ROA ○ 50%Relative TSR Payoutin cash, although up to 50% of value may be paid in shares of stock in the Committees discretion
|
Performancecriteria link the Companys long-term performance directly to compensation received by executive officers and other key employees and encourage them to make significant contributions towards increasing ROA and, ultimately, stockholder returns. Useof TSR to better align the interests of our executives with those of our stockholders. |
42 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
2017 LTI Program Awards
After considering Pearl Meyers market study and in order to remain competitive with the market median and the competitive market for executive talent, and taking into account Mr. Dunlaps recommendations for the executives other than himself, the Committee set the target percentages of the NEOs 2017 LTI awards (expressed as a percentage of annual salary) based on each officers position with the Company, which percentages were consistent with their respective 2016 award levels.
The award mix for NEOs during 2017 was 50% in PSUs, 25% in RSUs and 25% stock options. The following table shows the 2017 target LTI percentages (denominated as a percentage of annual salary) and the approximate total value of the 2017 LTI grants (amounts reflected in Summary Compensation Table for stock options reflect actual grant date fair values). Amounts reflected below for PSUs reflect target level of attainment.
NEO
|
2017 LTI % of Salary
|
Total Value Granted as PSUs
|
Total Value Granted as RSUs
|
Total Value Granted as
|
Total Value of 2017 LTI Awards
| ||||||||||||||||||||
Mr. Dunlap
|
600%
|
$2,550,000
|
$1,275,000
|
$1,275,000
|
$5,100,000
| ||||||||||||||||||||
Mr. Taylor
|
360%
|
$827,424
|
$413,712
|
$413,712
|
$1,654,848
| ||||||||||||||||||||
Mr. Moore
|
300%
|
$752,887
|
$376,444
|
$376,444
|
$1,505,775
| ||||||||||||||||||||
Mr. Bernard
|
300%
|
$533,587
|
$266,794
|
$266,794
|
$1,067,175
| ||||||||||||||||||||
Mr. Masters
|
300%
|
$614,040
|
$307,020
|
$307,020
|
$1,228,080
|
Structure of PSUs
For the PSUs granted for the 2017-2019 cycle, under both performance criteria, the maximum, target and threshold levels are met when our ROA and TSR are in the 75th percentile, 50th percentile and 25th percentile, respectively, as compared to the ROA and TSR of the Performance Peer Group, as described in the following table:
Performance Level Relative to Performance Peer Group
|
Percent of Date-of-Grant Value
Relative ROA Level
|
Percent of Date-of-Grant Value of PSU Received for Relative TSR Level
|
Total Percent of Date-of-Grant Value of PSU Received
| |||
(Below 25th Percentile)
|
0%
|
0%
|
0%
| |||
Threshold (25th Percentile)
|
25%
|
25%
|
50%
| |||
Target (50th Percentile)
|
50%
|
50%
|
100%
| |||
Maximum (75th Percentile or above)
|
100%
|
100%
|
200%
|
The PSUs have a three year performance period, commencing January 1, 2017 and ending December 31, 2019, and will time-vest on December 31, 2019, subject to continued employment through the vesting date. Actual PSU performance results that fall in-between the maximum, target and threshold levels will be calculated based on a sliding scale. For purpose of determining the Companys ROA rank in the Performance Peer Group, we generate the results using income from operations data and net operating asset data derived from financial statements as reported by each peer company in their year-end annual report on Form 10-K, uniformly adjusted for any non-operational charges as determined by established, independent third-party financial data providers. All calculations are validated by the Committees independent compensation consultant.
Payout of 2015-2017 PSUs
The PSUs granted for the 2015-2017 performance period were paid out in cash to the PSU recipients in April 2018. The Company ranked in the 41st percentile of relative TSR and in the 38th percentile of relative ROA, each achieving a performance level between minimum and maximum and both as compared to its peers, resulting in a payout to the NEOs of $79 per PSU.
43 | ||||
|
EXECUTIVE COMPENSATION
|
|
The PSU payout received by each NEO is reflected in the table below and in the 2017 Summary Compensation Table under the column Non-Equity Incentive Plan Compensation.
Named Executive Officer
|
Number of Units
|
Value of PSU Payout
| ||
Mr. Dunlap
|
30,000
|
$2,370,000
| ||
Mr. Taylor
|
9,734
|
$768,986
| ||
Mr. Moore
|
8,858
|
$699,782
| ||
Mr. Bernard
|
6,278
|
$495,962
| ||
Mr. Masters
|
6,020
|
$475,580
|
44 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
45 | ||||
|
EXECUTIVE COMPENSATION
|
|
46 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Committee has reviewed and discussed this CD&A with management, and based on such review and discussions, the Committee recommended to the Board that this CD&A be included in this proxy statement.
THE COMPENSATION COMMITTEE: |
W. Matt Ralls (Chair) |
Harold J. Bouillion |
James M. Funk |
Michael M. McShane |
47 | ||||
|
EXECUTIVE COMPENSATION
|
|
2017 Summary Compensation Table
The following table summarizes the compensation of our NEOs for the three years ended December 31, 2017.
Name and Principal Position |
Year | Salary(1) | Bonus | Stock Awards(2) |
Option Awards(3) |
Non-Equity Incentive Plan Compensation(4) |
All Other Compensation(5) |
Total | ||||||||||||||||||||
David D. Dunlap
|
|
2017
|
|
$
|
850,000
|
|
$
|
0
|
|
$
|
1,274,991
|
|
$
|
1,275,000
|
|
$ 3,340,603
|
$ 131,209
|
$
|
6,871,803
|
| ||||||||
President & Chief
|
|
2016
|
|
|
887,500
|
|
|
0
|
|
|
0
|
|
|
3,000,000
|
|
3,471,750
|
137,375
|
|
7,496,625
|
| ||||||||
Executive Officer
|
|
2015
|
|
|
1,000,000
|
|
|
0
|
|
|
1,500,003
|
|
|
1,500,000
|
|
2,690,520
|
308,179
|
|
6,998,702
|
| ||||||||
Robert S. Taylor(6)
|
|
2017
|
|
$
|
459,680
|
|
$
|
0
|
|
$
|
413,716
|
|
$
|
413,711
|
|
$ 1,180,674
|
$ 196,460
|
$
|
2,664,241
|
| ||||||||
Executive Vice
|
|
2016
|
|
|
479,960
|
|
|
0
|
|
|
0
|
|
|
973,440
|
|
1,137,963
|
206,626
|
|
2,797,989
|
| ||||||||
President, Chief Financial Officer, and Treasurer
|
2015 | 540,800 | 0 | 811,208 | 486,719 | 880,508 | 348,951 | 3,068,186 | ||||||||||||||||||||
Brian K. Moore
|
|
2017
|
|
$
|
501,925
|
|
$
|
0
|
|
$
|
376,448
|
|
$
|
376,442
|
|
$ 1,057,995
|
$ 156,218
|
$
|
2,469,028
|
| ||||||||
Executive
|
|
2016
|
|
|
524,069
|
|
|
0
|
|
|
0
|
|
|
885,750
|
|
1,048,615
|
129,052
|
|
2,587,485
|
| ||||||||
Vice President
|
|
2015
|
|
|
590,500
|
|
|
0
|
|
|
738,131
|
|
|
442,875
|
|
816,652
|
277,709
|
|
2,865,867
|
| ||||||||
A. Patrick Bernard
|
|
2017
|
|
$
|
355,725
|
|
$
|
0
|
|
$
|
266,790
|
|
$
|
266,793
|
|
$ 774,725
|
$ 132,336
|
$
|
1,796,369
|
| ||||||||
Executive
|
|
2016
|
|
|
371,419
|
|
|
0
|
|
|
0
|
|
|
627,750
|
|
737,633
|
138,767
|
|
1,875,568
|
| ||||||||
Vice President
|
|
2015
|
|
|
418,500
|
|
|
0
|
|
|
523,135
|
|
|
313,875
|
|
572,259
|
312,777
|
|
2,140,546
|
| ||||||||
William B. Masters
|
|
2017
|
|
$
|
409,360
|
|
$
|
0
|
|
$
|
307,015
|
|
$
|
307,021
|
|
$ 796,374
|
$ 102,944
|
$
|
1,922,714
|
| ||||||||
Executive Vice
|
|
2016
|
|
|
427,420
|
|
|
0
|
|
|
0
|
|
|
602,000
|
|
722,250
|
102,587
|
|
1,854,257
|
| ||||||||
President and General Counsel
|
2015 | 481,600 | 0 | 501,658 | 301,000 | 545,379 | 167,473 | 1,997,110 |
(1) | Salary refers to the base salary of the NEOs which continues to reflect the 15% base salary reduction of NEOs which was implemented in 2016. See Executive Compensation Compensation Discussion and Analysis-Base Salary for additional information. |
(2) | The amounts reported in this column represent the grant date fair value of the RSUs that we granted to the NEOs during 2017. NEOs real pay values from RSUs may not compare or match to the values reported in the table above. For a discussion of valuation assumptions, see Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Please see the Grants of Plan-Based Awards Table During 2017 for more information regarding the stock awards we granted in 2017 and Executive Compensation Compensation Discussion and Analysis-Long-Term Incentives sets forth additional information related to RSUs. |
(3) | The Black-Scholes option model was used to determine the grant date fair value of the options that we granted to the NEOs during 2017. NEOs real pay values from the stock options may not compare or match to the values reported in the table above. For additional information, refer to Executive Compensation Compensation Discussion and Analysis-Long-Term Incentives and Grants of Plan-Based Awards Table During 2017. For a discussion of valuation assumptions, see Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See the Grants of Plan-Based Awards Table During 2017 for more information regarding the option awards we granted in 2017. |
48 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
(4) | Amounts disclosed for 2017 reflect the AIP payout received by our NEOs and the aggregate cash payout of PSUs with a performance period ending on the last day of 2017. Please see the Executive Compensation Compensation Discussion and Analysis Long-Term Incentives for more information regarding the PSUs and AIP. |
Name |
Annual Cash Incentive |
Aggregate PSU Payout | ||
David D. Dunlap
|
$970,603
|
$ 2,370,000
| ||
Robert S. Taylor
|
$411,688
|
$ 768,986
| ||
Brian K. Moore
|
$358,213
|
$ 699,782
| ||
A. Patrick Bernard
|
$278,763
|
$ 495,962
| ||
William B. Masters
|
$320,794
|
$ 475,580
|
(5) | For 2017, includes (i) annual contributions to the executives retirement account under our supplemental executive retirement plan and matching contributions to our 401(k) plan, (ii) life insurance premiums paid by the Company for the executives and (iii) the value of perquisites, consisting of premium payments made under the ArmadaCare program, the provision of an automobile allowance, including fuel and maintenance costs and commuting expenses, as set forth below: |
Name |
SERP Contributions |
401(k) Contributions |
Life Insurance Premiums |
ArmadaCare |
Automobile and Commuting | |||||
David D. Dunlap |
$87,656 | $10,800 | $1,229 | $13,524 | $18,000 | |||||
Robert S. Taylor |
$143,650 | $10,800 | $1,229 | $13,524 | $27,257 | |||||
Brian K. Moore* |
$123,913 | $9,859 | $1,229 | $11,617 | $9,600 | |||||
A. Patrick Bernard |
$86,708 | $10,800 | $1,229 | $13,524 | $20,075 | |||||
William B. Masters |
$50,891 | $10,800 | $1,229 | $13,524 | $26,500 |
* | Mr. Moore had an additional contribution of $33,192 in 2017 to correct an error for contributions related to 2016. |
(6) | Mr. Taylor retired as Executive Vice President, Chief Financial Officer and Treasurer on March 1, 2018. |
49 | ||||
|
EXECUTIVE COMPENSATION
|
|
Grants of Plan-Based Awards During 2017
The following presents additional information regarding PSU, RSU, stock option awards granted to our NEOs during the year ended December 31, 2017.
Name | Grant Date(2) |
No. of Units
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
All Other
|
All Other
|
Exercise
|
Grant Date
|
|||||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
||||||||||||||||||||||||||||||||||
David D. Dunlap |
|
|||||||||||||||||||||||||||||||||||
AIP(1) |
$ | 510,000 | $ | 1,020,000 | $ | 2,040,000 | ||||||||||||||||||||||||||||||
PSUs |
1/15/2017 | 25,500 | 1,275,000 | 2,550,000 | 5,100,000 | |||||||||||||||||||||||||||||||
RSUs |
1/15/2017 | 70,715 | 1,274,991 | |||||||||||||||||||||||||||||||||
Stock Options |
1/15/2017 | 152,512 | $ | 18.03 | 1,275,000 | |||||||||||||||||||||||||||||||
Robert S. Taylor |
|
|||||||||||||||||||||||||||||||||||
AIP(1) |
$ | 183,872 | $ | 367,744 | $ | 735,488 | ||||||||||||||||||||||||||||||
PSUs |
1/15/2017 | 8,274 | 413,700 | 827,400 | 1,654,800 | |||||||||||||||||||||||||||||||
RSUs |
1/15/2017 | 22,946 | 396,277 | |||||||||||||||||||||||||||||||||
Stock Options |
1/15/2017 | 49,487 | 18.03 | 413,711 | ||||||||||||||||||||||||||||||||
Brian K. Moore |
|
|||||||||||||||||||||||||||||||||||
AIP(1) |
$ | 188,222 | $ | 376,444 | $ | 752,888 | ||||||||||||||||||||||||||||||
PSUs |
1/15/2017 | 7,529 | 376,450 | 752,900 | 1,505,800 | |||||||||||||||||||||||||||||||
RSUs |
1/15/2017 | 20,879 | 360,580 | |||||||||||||||||||||||||||||||||
Stock Options |
1/15/2017 | 45,029 | 18.03 | 376,442 | ||||||||||||||||||||||||||||||||
A. Patrick Bernard |
|
|||||||||||||||||||||||||||||||||||
AIP(1) |
$ | 124,504 | $ | 249,008 | $ | 498,015 | ||||||||||||||||||||||||||||||
PSUs |
1/15/2017 | 5,336 | 266,800 | 533,600 | 1,067,200 | |||||||||||||||||||||||||||||||
RSUs |
1/15/2017 | 14,797 | 255,544 | |||||||||||||||||||||||||||||||||
Stock Options |
1/15/2017 | 31,913 | 18.03 | 266,793 | ||||||||||||||||||||||||||||||||
William B. Masters |
|
|||||||||||||||||||||||||||||||||||
AIP(1) |
$ | 143,276 | $ | 286,552 | $ | 573,104 | ||||||||||||||||||||||||||||||
PSUs |
1/15/2017 | 6,140 | 307,000 | 614,000 | 1,228,00 | |||||||||||||||||||||||||||||||
RSUs |
1/15/2017 | 17,028 | 294,074 | |||||||||||||||||||||||||||||||||
Stock Options |
1/15/2017 | 36,725 | 18.03 | 307,021 |
(1) | The amounts shown reflect possible payments under our 2017 AIP under which the NEOs were eligible to receive a cash bonus based on achievement of certain pre-established performance measures. Please see Executive Compensation Compensation Discussion and Analysis for more information regarding our 2017 AIP. |
(2) | On December 9, 2016, the Compensation Committee approved the PSU, RSU and stock option awards for each of our NEOs, which were granted on January 15, 2017. |
(3) | The amounts shown reflect PSU grants under our 2017 LTI plan. The PSUs have a three-year performance period during which the PSUs granted on January 15, 2017 is January 1, 2017 through December 31, 2019. In addition, the PSUs vest on December 31, 2019, subject to continued employment through the applicable vesting date. Please see Executive Compensation Compensation Discussion and Analysis for more information regarding the PSUs and the LTI awards made by the Compensation Committee. |
(4) | The stock options were granted as part of the 2017 LTI plan and vest one-third annually over a three-year period, commencing January 15, 2018. Please see Executive Compensation Compensation Discussion and Analysis for more information regarding the LTI awards made by the Compensation Committee. |
50 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
Outstanding Equity Awards at 2017 Year-End
The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2017.
Name
|
Option Awards
|
Stock Awards
| ||||||||||||||
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable(1) |
Option Exercise Price |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested(2) |
Market Value of Shares or Units of Stock That Have Not Vested(3) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)
| |||||||||
David D. Dunlap |
144,370 |
|
$25.49 |
04/28/2020 |
99,667 |
$ 959,793 |
|
| ||||||||
60,211 | | $34.60 | 12/10/2020 | |||||||||||||
66,716 | | $28.59 | 12/08/2021 | |||||||||||||
36,960 | | $28.57 | 02/10/2022 | |||||||||||||
160,356 | | $23.03 | 01/15/2023 | |||||||||||||
215,827 | | $26.02 | 01/15/2024 | |||||||||||||
160,000 | 80,000 | $17.27 | 01/15/2025 | |||||||||||||
277,009 | 554,016 | $ 9.76 | 01/15/2026 | |||||||||||||
|
152,512
|
$18.03
|
01/15/2027
|
|||||||||||||
Robert S. Taylor |
41,186 |
|
$12.86 |
12/04/2018 |
32,340 |
$ 311,434 |
|
| ||||||||
27,655 | | $20.30 | 12/10/2019 | |||||||||||||
40,725 | | $21.93 | 04/01/2020 | |||||||||||||
18,246 | | $34.60 | 12/10/2020 | |||||||||||||
20,237 | | $28.59 | 12/08/2021 | |||||||||||||
13,419 | | $28.57 | 02/10/2022 | |||||||||||||
51,615 | | $23.03 | 01/15/2023 | |||||||||||||
70,032 | | $26.02 | 01/15/2024 | |||||||||||||
51,917 | 25,958 | $17.27 | 01/15/2025 | |||||||||||||
89,884 | 179,767 | $ 9.76 | 01/15/2026 | |||||||||||||
|
49,487
|
$18.03
|
01/15/2027
|
|||||||||||||
Brian K. Moore |
44,276 |
|
$23.29 |
01/31/2021 |
29,427 |
$ 283,382 |
|
| ||||||||
40,077 | | $28.09 | 01/31/2022 | |||||||||||||
46,971 | | $23.03 | 01/15/2023 | |||||||||||||
63,723 | | $26.02 | 01/15/2024 | |||||||||||||
47,240 | 23,620 | $17.27 | 01/15/2025 | |||||||||||||
81,787 | 163,573 | $ 9.76 | 01/15/2026 | |||||||||||||
|
45,029
|
$18.03
|
01/15/2027
|
|||||||||||||
A. Patrick Bernard |
33,824 |
|
$12.86 |
12/04/2018 |
20,855 |
$ 200,834 |
|
| ||||||||
22,712 | | $20.30 | 12/10/2019 | |||||||||||||
40,725 | | $21.93 | 04/01/2020 | |||||||||||||
14,984 | | $34.60 | 12/10/2020 | |||||||||||||
16,621 | | $28.59 | 12/08/2021 | |||||||||||||
5,666 | | $28.57 | 02/10/2022 | |||||||||||||
33,291 | | $23.03 | 01/15/2023 | |||||||||||||
45,162 | | $26.02 | 01/15/2024 | |||||||||||||
33,480 | 16,740 | $17.27 | 01/15/2025 | |||||||||||||
57,965 | 115,927 | $ 9.76 | 01/15/2026 | |||||||||||||
|
31,913
|
$18.03
|
01/15/2027
|
|||||||||||||
William B. Masters |
8,413 |
|
$40.69 |
02/28/2018 |
22,838 |
$ 219,930 |
|
| ||||||||
25,227 | | $12.86 | 12/04/2018 | |||||||||||||
16,939 | | $20.30 | 12/10/2019 | |||||||||||||
32,000 | | $21.93 | 04/01/2020 | |||||||||||||
11,175 | | $34.60 | 12/10/2020 | |||||||||||||
12,395 | | $28.59 | 12/08/2021 | |||||||||||||
7,461 | | $28.57 | 02/10/2022 | |||||||||||||
30,470 | | $23.03 | 01/15/2023 | |||||||||||||
43,309 | | $26.02 | 01/15/2024 | |||||||||||||
32,107 | 16,053 | $17.27 | 01/15/2025 | |||||||||||||
55,587 | 111,172 | $ 9.76 | 01/15/2026 | |||||||||||||
|
36,725
|
$18.03
|
01/15/2027
|
51 | ||||
|
EXECUTIVE COMPENSATION
|
|
(1) | Options vest ratably over a three-year period from the date of grant, subject to continued employment through the vesting date. |
(2) | The RSUs held by our NEOs as of December 31, 2017 vest as follows, subject to continued service through the vesting date: |
Name |
Total Unvested RSUs
|
Vesting Schedule | ||||
David D. Dunlap |
99,667 | 52,524 shares vesting on 1/15/18 | ||||
23,572 shares vesting on 1/15/19 | ||||||
23,571 shares vesting on 1/15/20
| ||||||
Robert S. Taylor |
32,340 | 17,043 shares vesting on 1/15/18 | ||||
7,649 shares vesting on 1/15/19 | ||||||
7,648 shares vesting on 1/15/20
| ||||||
Brian K. Moore |
29,427 | 15,508 shares vesting on 1/15/18 | ||||
6,960 shares vesting on 1/15/19 | ||||||
6,959 shares vesting on 1/15/20
| ||||||
A. Patrick Bernard |
20,855 | 10,991 shares vesting on 1/15/18 | ||||
4,932 shares vesting on 1/15/19 | ||||||
4,932 shares vesting on 1/15/20
| ||||||
William B. Masters |
22,838 | 11,487 shares vesting on 1/15/18 | ||||
5,676 shares vesting on 1/15/19 | ||||||
5,675 shares vesting on 1/15/20
|
(3) | Based on the closing price of our common stock on December 29, 2017 of $9.63, as reported on the NYSE. |
Option Exercises and Stock Vested in 2017
The following table sets forth certain information regarding the exercise of stock options and the vesting of restricted stock units during the fiscal year ended December 31, 2017 for each of our NEOs.
Option Awards
|
Stock Awards
| |||||||
Number of Shares Acquired on Exercise
|
Value Realized on Exercise
|
Number of Shares Acquired on Vesting(1)
|
Value Realized on Vesting(2)
| |||||
David D. Dunlap
|
|
|
48,168
|
$868,469
| ||||
Robert S. Taylor
|
|
|
15,629
|
$281,791
| ||||
Brian K. Moore
|
|
|
14,222
|
$256,423
| ||||
A. Patrick Bernard
|
|
|
10,079
|
$181,724
| ||||
William B. Masters
|
|
|
9,665
|
$174,260
|
(1) | Mr. Masters value includes 2,126 deferred restricted stock units to be distributed upon retirement in 5 equal annual installments. |
(2) | Value realized is calculated based on the closing sale price on the vesting date of the award. |
52 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
53 | ||||
|
EXECUTIVE COMPENSATION
|
|
Nonqualified Deferred Compensation and Supplemental Executive Retirement Plan Contribution for 2017
Name |
Executive Contributions in 2017(1) |
Registrant Contributions in 2017(2) |
Aggregate Earnings in 2017 |
Aggregate Withdrawals/ Distributions |
Aggregate Balance at 12/31/17 |
|||||||||
David D. Dunlap |
||||||||||||||
NQDC Plan |
| | $ | 60,607 | (3) | | $ 387,567 | |||||||
SERP
|
|
$ 87,656
|
$
|
37,106
|
(4)
|
|
|
$ 957,720
|
(6)
| |||||
Robert S. Taylor |
||||||||||||||
NQDC Plan |
| | | | | |||||||||
SERP
|
|
$143,650
|
$
|
74,450
|
(4)
|
|
|
$ 1,889,232
|
(6)
| |||||
Brian K. Moore |
||||||||||||||
NQDC Plan |
| | | | | |||||||||
SERP
|
|
$123,913
|
$
|
24,449
|
(4)
|
|
|
$ 697,295
|
(6)(7)
| |||||
A. Patrick Bernard |
||||||||||||||
NQDC Plan |
$ 58,361 | | $ | 1,154,251 | (3) | | $ 7,561,002 | (5) | ||||||
SERP
|
|
$ 86,708
|
$
|
44,504
|
(4)
|
|
|
$ 1,130,165
|
(6)
| |||||
William B. Masters |
||||||||||||||
NQDC Plan |
$221,498 | | $ | 60,563 | (3) | | $ 923,205 | (5) | ||||||
SERP
|
|
$ 50,891
|
$
|
22,037
|
(4)
|
|
|
$ 567,603
|
(6)
|
(1) | Of the contributions reflected in this column, the following contributions are part of the total compensation for 2017 and are included under the salary column in the Summary Compensation Table herein: Mr. Masters $40,936. The remainder of the contributions reported in this column for Mr. Masters is part of the total compensation reported for 2016, but paid in 2017. All of Mr. Bernards compensation identified in this column is part of the total compensation reported for 2016, but paid in 2017. |
(2) | The amounts reflected are part of each executives total compensation for 2017 and are included under the all other compensation column in the 2017 Summary Compensation Table herein. |
(3) | With regard to the NQDC Plan, participant contributions are treated as if invested in one or more investment vehicles selected by the participant. The annual rate of return for these funds for fiscal year 2017 was as follows: |
Fund
|
One Year Total Return
| |
Nationwide VIT Money Market V |
0.47% | |
JPMorgan IT Core Bond 1 |
3.57% | |
Vanguard VIF Total Bond Market Index
|
3.57%
| |
MFS VIT Value Svc |
17.35% | |
Fidelity VIP Index 500 Initial |
21.71% | |
American Funds IS Growth 2 |
28.29% | |
JPMorgan IT Mid Cap Value 1 |
13.76% | |
Janus Henderson VIT Enterprise Svc |
27.09% | |
DFA VA U.S. Targeted Value |
9.77% | |
Vanguard VIF Small Company Growth Inv |
23.46% | |
MFS VIT II International Value Svc |
26.82% | |
Invesco VIF International Growth I |
23.00% | |
Vanguard VIF REIT Index |
4.78% | |
Franklin Templeton VIP Global Bond I |
2.15% | |
Vanguard VIF Mid Cap Index |
19.08% | |
Deutsche VIT Small Cap Index A |
14.33% | |
Nationwide VIT International Index I |
24.88% |
(4) | Pursuant to the terms of the SERP, aggregate earnings for 2017 were calculated at a rate of interest equal to 4.44%, which was our after-tax long-term borrowing rate. |
54 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
(5) | With regard to the NQDC Plan, of the contributions reflected in this column, $226,077 and $232,298 of Mr. Bernards contributions are part of his total compensation for 2016 and 2015, respectively and $195,669 and $192,802 and of Mr. Masters contributions are part of his total compensation for 2016 and 2015, respectively, each of which are included under the applicable columns in the 2017 Summary Compensation Table herein. |
(6) | With regard to the SERP, the following amounts reflected in this column for each NEO are part of his total compensation for 2016 and are included under the all other compensation column for 2016 in the Summary Compensation Table: Mr. Dunlap $94,861, Mr. Taylor $154,102, Mr. Moore $99,574, Mr. Bernard $92,786 and Mr. Masters $53,388. The following amounts reflected in this column for each named executive officer are part of his total compensation for 2015 and are included under the all other compensation column for 2015 in the 2017 Summary Compensation Table: Mr. Dunlap $257,885, Mr. Taylor $285,376, Mr. Moore $224,844, Mr. Bernard $153,074 and Mr. Masters $117,436. |
(7) | An additional contribution of $33,192 was made to Mr. Moores SERP benefit to correct an administrative error in the calculation for the 2016 contribution made in 2017. |
The SEC requires disclosure of the pay ratio between the CEO and the median compensated employee for fiscal years beginning on or after January 1, 2017. The following summary is a reasonable estimate of the pay ratio of our median compensated employee compared to our CEO based on the 2017 Summary Compensation Table data and real pay data discussed in the Executive CompensationCompensation Discussion and Analysis:
Summary of CEO Pay Ratio
| ||||
|
Compensation Table Pay | Real Pay(1) | ||
Pay Ratio
|
88:1
|
62:1
|
(1) | Real pay includes salary, payouts from the AIP, PSUs and vested RSUs. See Executive CompensationCompensation Discussion and Analysis-Real Pay Delivery Alignment with Performance and Executive CompensationCompensation Discussion and Analysis-Real Pay Delivery for additional information. |
55 | ||||
|
EXECUTIVE COMPENSATION
|
|
Determination of sharing pool. The total severance benefits payable under the plan may not exceed the sharing pool. The sharing pool is determined based on the transaction value as defined in the plan at the time of the change of control as follows:
Transaction Value (in Billions) |
Sharing Pool (6 Executives) |
Sharing Pool as a
| ||
$1.0
|
$14,500,000
|
1.45%
| ||
$2.0
|
$17,725,601
|
0.89%
| ||
$2.5
|
$18,476,908
|
0.74%
| ||
$3.0
|
$19,245,266
|
0.64%
| ||
$3.5
|
$20,031,202
|
0.57%
| ||
$4.0
|
$20,835,260
|
0.52%
| ||
$4.5
|
$21,658,000
|
0.48%
| ||
$5.0
|
$22,500,000
|
0.45%
| ||
$5.5
|
$23,342,000
|
0.42%
|
57 | ||||
|
EXECUTIVE COMPENSATION
|
|
58 |
|
|||
|
EXECUTIVE COMPENSATION
|
|
Name |
Lump Sum Severance Payment
|
Outstanding Unvested Options |
Outstanding Restricted Stock/RSUs |
Outstanding PSUs |
Health Benefits |
Tax Gross-Up |
Total | |||||||||||||||||||||
David D. Dunlap |
||||||||||||||||||||||||||||
Retirement |
n/a | n/a | n/a | (2) | n/a | n/a | | |||||||||||||||||||||
Death |
n/a | n/a | $ 959,787 | (2) | n/a | n/a | $ 959,787 | |||||||||||||||||||||
Disability/Incapacity |
$ 4,760,000 | n/a | $ 959,787 | (2) | $73,751 | n/a | $ 5,793,538 | |||||||||||||||||||||
Termination No Cause |
$ 4,760,000 | n/a | n/a | (2) | $73,751 | n/a | $ 4,833,751 | |||||||||||||||||||||
Termination Good Reason |
$ 4,760,000 | n/a | n/a | (2) | $73,751 | n/a | $ 4,833,751 | |||||||||||||||||||||
Termination in connection with Change of Control(1) |
$10,077,169 | n/a | $ 959,787 | $11,100,000 | $73,751 | n/a | $22,210,707 | |||||||||||||||||||||
Robert S. Taylor |
||||||||||||||||||||||||||||
Retirement |
n/a | n/a | n/a | (2) | n/a | n/a | | |||||||||||||||||||||
Death |
n/a | n/a | $ 311,428 | (2) | n/a | n/a | $ 311,428 | |||||||||||||||||||||
Disability/Incapacity |
$ 2,022,592 | n/a | $ 311,428 | (2) | $73,751 | n/a | $ 2,407,771 | |||||||||||||||||||||
Termination No Cause |
$ 2,022,592 | n/a | n/a | (2) | $73,751 | n/a | $ 2,096,343 | |||||||||||||||||||||
Termination Good Reason |
$ 2,022,592 | n/a | n/a | (2) | $73,751 | n/a | $ 2,096,343 | |||||||||||||||||||||
Termination in connection with Change of Control(1)
|
|
$ 1,857,837
|
|
|
n/a
|
|
|
$ 311,428
|
|
|
$ 3,601,600
|
|
|
$73,751
|
|
|
n/a
|
|
|
$ 5,844,616
|
| |||||||
Brian K. Moore |
||||||||||||||||||||||||||||
Retirement |
n/a | n/a | n/a | (2) | n/a | n/a | | |||||||||||||||||||||
Death |
n/a | n/a | $ 283,376 | (2) | n/a | n/a | $ 283,376 | |||||||||||||||||||||
Disability/Incapacity |
$ 2,133,181 | n/a | $ 283,376 | (2) | $49,643 | n/a | $ 2,466,200 | |||||||||||||||||||||
Termination No Cause |
$ 2,133,181 | n/a | n/a | (2) | $49,643 | n/a | $ 2,182,824 | |||||||||||||||||||||
Termination Good Reason |
$ 2,133,181 | n/a | n/a | (2) | $49,643 | n/a | $ 2,182,824 | |||||||||||||||||||||
Termination in connection with Change in Control
|
|
$ 1,957,267
|
|
|
n/a
|
|
|
$ 238,376
|
|
|
$ 3,277,400
|
|
|
$49,643
|
|
|
n/a
|
|
|
$ 5,567,686
|
| |||||||
A. Patrick Bernard |
||||||||||||||||||||||||||||
Retirement |
n/a | n/a | n/a | (2) | n/a | n/a | | |||||||||||||||||||||
Death |
n/a | n/a | $ 200,840 | (2) | n/a | n/a | $ 200,840 | |||||||||||||||||||||
Disability/Incapacity |
$ 1,458,473 | n/a | $ 200,840 | (2) | $73,751 | n/a | $ 1,733,063 | |||||||||||||||||||||
Termination No Cause |
$ 1,458,473 | n/a | n/a | (2) | $73,751 | n/a | $ 1,532,223 | |||||||||||||||||||||
Termination Good Reason |
$ 1,458,473 | n/a | n/a | (2) | $73,751 | n/a | $ 1,532,223 | |||||||||||||||||||||
Termination in connection with Change of Control(1)
|
|
$ 1,313,323
|
|
|
n/a
|
|
|
$ 200,840
|
|
|
$ 2,322,800
|
|
|
$73,751
|
|
|
n/a
|
|
|
$ 3,910,714
|
| |||||||
William B. Masters |
||||||||||||||||||||||||||||
Retirement |
n/a | n/a | n/a | (2) | n/a | n/a | | |||||||||||||||||||||
Death |
n/a | n/a | $ 219,930 | (2) | n/a | n/a | $ 219,930 | |||||||||||||||||||||
Disability/Incapacity |
$ 1,678,376 | n/a | $ 219,930 | (2) | $73,751 | n/a | $ 1,972,057 | |||||||||||||||||||||
Termination No Cause |
$ 1,678,376 | n/a | n/a | (2) | $73,751 | n/a | $ 1,752,127 | |||||||||||||||||||||
Termination Good Reason |
$ 1,678,376 | n/a | n/a | (2) | $73,751 | n/a | $ 1,752,127 | |||||||||||||||||||||
Termination in connection with Change of Control(1)
|
|
$ 2,997,348
|
|
|
n/a
|
|
|
$ 219,930
|
|
|
$ 2,432,000
|
|
|
$73,751
|
|
|
n/a
|
|
|
$ 5,723,029
|
|
59 | ||||
|
EXECUTIVE COMPENSATION
|
|
(1) | Certain of the benefits described in the table would be achieved in the event of a change of control alone and would not require a termination of the NEOs employment. In particular, pursuant to the terms of our incentive award plans and the individual award agreements, upon a change of control as defined in the plans, (i) all outstanding stock options would immediately vest, (ii) all restrictions on outstanding restricted shares and RSUs would lapse and (iii) all outstanding PSUs would be paid out as if the maximum level of performance had been achieved. In addition to the amounts set forth in the table above, upon a qualifying termination in connection with a change in control, each NEO is also entitled to outplacement assistance of up to $10,000 and the lump sum severance payment due to each NEO would consist of the following: |
Name |
Change of Control Severance Plan Payment
|
Target Bonus Payment
|
||||||
David D. Dunlap
|
$
|
9,057,169
|
|
$
|
1,020,000
|
| ||
Robert S. Taylor
|
$
|
1,490,093
|
|
$
|
367,744
|
| ||
Brian K. Moore
|
$
|
1,580,824
|
|
$
|
376,444
|
| ||
A. Patrick Bernard
|
$
|
1,064,316
|
|
$
|
249,008
|
| ||
William B. Masters
|
$
|
2,710,796
|
|
$
|
286,552
|
|
60 |
|
|||
QUESTIONS
AND ANSWERS ABOUT THE 2018 ANNUAL MEETING
|
Why am I receiving this proxy statement?
On what matters will I be voting?
When and where will the annual meeting be held?
How many votes may I cast?
How many shares of our common stock are eligible to be voted?
How many shares of our common stock must be present to hold the annual meeting?
61 | ||||
|
QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING
|
|
What are my voting options on each proposal? How does our Board recommend that I vote? How many votes are required to approve each proposal?
Proposal | Your Voting Options | Boards Recommendation |
Vote Required to Approve the Proposal | |||
No. 1: Election of the eight director nominees | You may vote FOR each nominee or choose to WITHHOLD your vote for all or none or one of the nominees | FOR each of the eight director nominees | Directors will be elected by plurality. That means the nominees who receive the greatest number of FOR votes will be elected, except that a nominee who receives a greater number of WITHHOLD than FOR votes must tender his resignation
| |||
No. 2: Approval of the say-on-pay proposal (advisory and non-binding) | You may vote FOR or AGAINST this proposal or ABSTAIN from voting | FOR approval of our executive compensation for 2017 as disclosed in this proxy statement
|
Affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on the proposal | |||
No. 3: Ratification of KPMG as our independent registered public accounting firm for 2018 | You may vote FOR or AGAINST this proposal or ABSTAIN from voting | FOR ratification of our selection of KPMG as our independent auditor for 2018
|
Affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on the proposal |
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
62 |
|
|||
|
QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING
|
|
What happens if I complete the proxy or voting instruction card? What if I dont vote for a proposal? On which proposals may my shares be voted without receiving voting instructions from me?
What are the effects of abstentions and broker non-votes on each proposal?
How do I vote?
63 | ||||
|
QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING
|
|
Can I change my vote?
Who pays for soliciting proxies?
Could other matters be decided at the meeting?
What happens if the meeting is postponed or adjourned?
Will multiple stockholders residing in the same household each receive a separate notice?
64 |
|
|||
2019
STOCKHOLDER NOMINATIONS AND
|
If you want us to consider including a proposal in next years proxy statement, you must deliver it in writing c/o Secretary, Superior Energy Services, Inc., 1001 Louisiana Street, Suite 2900, Houston, Texas 77002, by December 12, 2018.
Our Bylaws require that stockholders who wish to make a nomination for the election of a director or to bring any other matter before a meeting of the stockholders must give written notice of their intent to our Secretary not more than 120 days and not less than 90 days in advance of the first anniversary of the preceding years annual meeting of stockholders. For our 2019 annual meeting, a stockholders notice must be received by our Secretary between and including January 22, 2019 and February 21, 2019. Notice must comply with the requirements set forth in our Bylaws. A copy of our Bylaws is available upon request c/o Secretary, Superior Energy Services, Inc., 1001 Louisiana Street, Suite 2900, Houston, Texas 77002. We urge our stockholders to send their proposals by certified mail, return receipt requested.
By Order of the Board of Directors,
|
|
WILLIAM B. MASTERS |
Executive Vice President, General Counsel and |
Secretary |
Houston, Texas
April 12, 2018
65 | ||||
Superior Energy Services, Inc. 1001 Louisiana Street, Suite 2900 Houston, TX 77002 713-654-2200 www.superiorenergy.com
0 ⬛
SUPERIOR ENERGY SERVICES, INC.
1001 LOUISIANA STREET
HOUSTON, TEXAS 77002
YOUR PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 22, 2018.
By signing this proxy card, you revoke all prior proxies and appoint Jennifer Phan, with full power of substitution, to represent you and to vote your shares on the matters shown on the reverse side of this proxy card at our annual meeting of stockholders to be held at 9:00 a.m. Central Time on Tuesday, May 22, 2018, at our headquarters located at 1001 Louisiana Street, Houston, Texas 77002 and any adjournments thereof. To obtain directions to our headquarters, please contact us at (713) 654-2200.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
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14475 ⬛ |
ANNUAL MEETING OF STOCKHOLDERS OF
SUPERIOR ENERGY SERVICES, INC.
May 22, 2018
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 22, 2018
The accompanying proxy statement and the 2017 annual report are available
at https://materials.proxyvote.com/868157
Please mark, sign, date,
and return your voting
instruction card in the
envelope provided as soon
as possible.
i Please detach along perforated line and mail this voting instruction card in the envelope provided.i
∎ | 20830300000000000000 8 | 052218 |
SUPERIORS BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR PROPOSALS 1, 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTING INSTRUCTIONS IN BLUE OR BLACK INK AS SHOWN HERE ☒. |
FOR | AGAINST | ABSTAIN | ||||||||||||||||||
1. Election of the eight director nominees.
NOMINEES: |
2. Approval, on an advisory and non-binding basis, of the compensation of our named executive officers as disclosed in the accompanying proxy statement. |
☐ | ☐ | ☐ | ||||||||||||||||
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☐
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FOR ALL NOMINEES
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT (See instructions below) |
O Harold J. Bouillion O David D. Dunlap O James M. Funk O Terence E. Hall O Peter D. Kinnear O Janiece M. Longoria O Michael M. McShane O W. Matt Ralls |
3. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2018.
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FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
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IF YOU WISH YOUR SHARES TO BE VOTED ON ALL MATTERS AS SUPERIORS BOARD OF DIRECTORS RECOMMENDS, OR IF YOU WISH YOUR SHARES TO BE VOTED AS YOU SPECIFY ON A MATTER OR ALL MATTERS, PLEASE MARK THE APPROPRIATE BOXES ON THIS VOTING INSTRUCTION CARD, SIGN, DATE AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
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INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here: 🌑 |
THE STOCKHOLDER OF RECORD WILL VOTE YOUR SHARES AS YOU SPECIFIED ON THIS VOTING INSTRUCTION CARD; HOWEVER, IF NO VOTING INSTRUCTIONS ARE INDICATED ON THIS VOTING INSTRUCTION CARD, THE STOCKHOLDER OF RECORD CAN ONLY VOTE YOUR SHARES ON PROPOSAL 3 (RATIFICATION OF AUDITORS) WITHOUT YOUR INSTRUCTIONS. | |||||||||||||||||||
PLEASE MARK, SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE. | ||||||||||||||||||||
Signature of Beneficial Owner |
Date: | Signature of Beneficial Owner | Date: |
∎ | Note: | Please sign exactly as your name or names appear on this voting instruction card. When shares are owned jointly, each owner should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ∎ |
ANNUAL MEETING OF STOCKHOLDERS OF
SUPERIOR ENERGY SERVICES, INC.
May 22, 2018
SUBMITTING YOUR PROXY
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INTERNET - Access www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Submit your proxy online/phone until 11:59 p.m. Central Time the day before the meeting.
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MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. |
COMPANY NUMBER
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ACCOUNT NUMBER
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 22, 2018 The accompanying proxy statement and the 2017 annual report are available at https://materials.proxyvote.com/868157
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i Please detach along perforated line and mail this proxy card in the envelope provided IF you are not submitting your proxy instructions via the Internet or telephone.i
∎ | 20830300000000000000 8 | 052218 |
SUPERIORS BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR PROPOSALS 1, 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR PROXY INSTRUCTIONS IN BLUE OR BLACK INK AS SHOWN HERE ☒. |
FOR |
AGAINST |
ABSTAIN |
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1. Election of the eight director nominees.
NOMINEES: |
2. Approval, on an advisory and non-binding basis, of the compensation of our named executive officers as disclosed in the accompanying proxy statement. |
☐ | ☐ | ☐ | ||||||||||||||||||
☐
☐
☐ |
FOR ALL NOMINEES
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT (See instructions below) |
O Harold J. Bouillion O David D. Dunlap O James M. Funk O Terence E. Hall O Peter D. Kinnear O Janiece M. Longoria O Michael M. McShane O W. Matt Ralls |
3. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2018. |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
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IF YOU WISH YOUR SHARES TO BE VOTED ON ALL MATTERS AS SUPERIORS BOARD OF DIRECTORS RECOMMENDS, OR IF YOU WISH YOUR SHARES TO BE VOTED AS YOU SPECIFY ON A MATTER OR ALL MATTERS, PLEASE MARK THE APPROPRIATE BOXES ON THIS PROXY CARD, SIGN, DATE AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE. |
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INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here: 🌑 |
THE PROXY WILL VOTE YOUR SHARES AS YOU SPECIFIED ON THIS PROXY CARD; HOWEVER, IF NO PROXY INSTRUCTIONS ARE INDICATED ON THIS PROXY CARD, THE PROXY CAN ONLY VOTE YOUR SHARES ON PROPOSAL 3 (RATIFICATION OF AUDITORS) WITHOUT YOUR INSTRUCTIONS. |
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. |
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
Signature of Stockholder |
Date: | Signature of Stockholder | Date: |
∎ | Note: | Please sign exactly as your name or names appear on this proxy card. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ∎ |